Capital Growth Systems, Inc.
Exhibit
10.3
Capital
Growth Systems, Inc.
000
X. Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000
May
17,
2007
Xxxxxx
X.
Xxxxxx
c/o
Xxxxxx Xxxxxxx, Esq. (via email)
Dear
Xxx:
Please
sign and return a copy of this letter by facsimile or email pdf before 5:00
pm
CST today to confirm that the parties agree to take the following actions with
respect to your June 28, 2006 employment agreement and the related matters
addressed in this letter; otherwise, this letter will be deemed null and void.
You and Capital Growth Systems, Inc. (the “Company”) agree that you hereby
immediately have resigned from the board of directors of the Company and each
of
its subsidiaries and have further have ceased serving as an officer or employee
of the Company or any of its subsidiaries, in return for the undertaking of
the
Company to honor the remaining terms of your employment agreement through the
end of its initial term (with no obligation for you to perform any further
services and with the Date of Termination being May 16, 2007 for purposes of
Section 9 of the employment agreement), without any deferral of payments under
Section 13(b), including the accelerated vesting of all your options (and
extension for the period of time permitted thereunder as if the Company’s
obligations under the employment agreement was due to Section 6(e)) and payment
of Base Salary and benefits (subject to the obligation to not cover benefits
should you receive comparable benefits from a successor employer as provided
in
Section 6(e)(ii) of the employment agreement during the remaining term of the
employment agreement) on the same basis as if termination of employment were
pursuant to Section 6(e) of the employment agreement. In addition, the Company
waives the requirement that you deliver a release to the Company as a condition
to the payment of the sums contemplated by this letter agreement. You further
agree that: (i) you have waived notice to the holding of the telephonic board
of
directors meeting by the Company on May 16, 2007 and will not contest the
authority of the Company to take the actions set forth in this letter agreement;
and (ii) agree to maintain at all times the confidentiality of any nonpublic
information regarding the Company. The Company, in turn, agrees that it shall
not assert any claims for set-off, counterclaim or recoupment with respect
to
any matter other than for breaches by you of your obligations under this letter
agreement. Each party to this letter agreement agrees to not disparage the
other
party (and in the case of the Company, you agree to not disparage any of
officers, directors or employees of the Company) or engage in interference
with
contractual relations of the other party (or the subsidiaries of the Company).
In
addition, and subject to the foregoing, the Company will use its good faith
efforts to provide, as promptly as is commercially reasonable, liquidity with
respect to your subordinated loan to the Company and your equity investments
in
the Company, subject in all events to procurement of the necessary consents
of
any lenders whose consent would be required in connection with the foregoing,
and subject to mutually agreeable economic terms. The Company will also
cooperate with you to the extent that you seek to sell equity securities of
the
Company in proper reliance under Rule 144 (subject to delivery of such
certifications and other information reasonably requested by the
Company).
This
letter agreement is for settlement purposes only and not to be used adversely
against either party if not agreed to on the terms specified above.
| Very truly yours, | |||
| CAPITAL GROWTH SYSTEMS, INC. | |||
| Agreed
to:___________________________
Xxxxxx
X. Xxxxxx
|
|
||
| Dated:_______________________________ | By:___________________________________ | ||
|
Xxxxxxx
X. Xxxxx, Authorized
Signatory
|
